| Corporate Governance
philosophy and approach |
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| The iSOFT Group is committed to business integrity, high ethical
values and professionalism in all its activities. As an essential
part of this commitment, the Board of directors supports the highest
standards in corporate governance and seeks to apply recommended
best practice where this is appropriate for the Group. |
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| The Board acknowledges that the Group operates in a rapidly
developing business environment. Changes to the risk profiles
in the business environment arise as a result of both external
challenges, in a highly competitive and politically driven market
place and through internal challenges including the growth in
the size of the business and the development of new products,
management systems and procedures. These challenges also manifest
themselves in greater detail as risks to the success of the Group’s
financial, operational and compliance activities. As a result,
the Board of directors is diligent in evaluating and prioritising
each risk and in determining appropriate systems and controls
to detect and address them on an on-going basis. By doing so,
the Board believes that an effective mechanism for continual improvement
in threat mitigation and opportunity management is being adopted. |
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| The Board of directors
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| The Group is controlled by the Board of directors which, at
30 April 2003 comprised the Executive Chairman, the Chief Executive
Officer, two further executive directors and four experienced
non-executive directors, three of whom were independent for the
duration of the year. Biographical details of each director are
set out in the Report of the Directors.
Each non-executive director is encouraged
to contribute to both the full Board and its committees as appropriate.
The Board of directors met eight times during the year. |
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During the year the Board comprised:
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| Executive directors
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Roger Dickens
Executive Chairman
Meetings attended: 8 |
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Patrick Cryne
Chief Executive Officer
Meetings attended: 7 |
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Tim Whiston
Group Finance Director and Company Secretary
Meetings attended: 8 |
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Steve Graham
Chief Operating Officer
Meetings attended: 8 |
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| Non-executive directors
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Digby Jones
Senior non-executive director
Meetings attended: 6 |
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Eurfyl ap Gwilym
Non-executive director and Chairman of Audit Committee
Meetings attended: 8 |
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Geoff White
Non-executive director and Chairman of Appointments and Remuneration Committee
Meetings attended: 8 |
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Rene Kern
Non-executive director
Meetings attended: 0
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Graham Wilson
Resigned 5 July 2002.
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| Statement of directors'
roles |
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| With the objective of ensuring successful creation of shareholder
value within a framework of acceptable risk, the Board sees its
role to include: |
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_ assisting value creation through entrepreneurial leadership
and by the controlled and measured management of a wide
range of business risks; |
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| _ deciding the strategic direction and providing the
resources required to fulfil the future needs of the business; |
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| _ representing the interests of shareholders and satisfying
all statutory duties due to them; |
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| _ ensuring appropriate behaviour with respect to the
various codes of corporate governance and good business
practices and by providing an audit trail of accountability; |
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| _ overseeing good corporate citizenship and ethical behaviour
by the Group and its employees with regard to all its internal
and external stakeholders; |
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| _ providing a challenging confidential forum, free from
conflicts, in which the Chief Executive Officer can test
strategic thinking with an informed group having broad continuity
over time; |
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| _ requiring the Chief Executive Officer to report openly
on the operational performance of all parts of the Group; |
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| _ monitoring the effectiveness of the Chief Executive
Officer and his executive team against a series of performance
objectives and benchmarks; |
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| _ setting a control framework within which the Chief
Executive Officer can operate, and authorising his decisions
on major issues and investments; |
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| _ constituting subcommittees of the Board to address
the issues of remuneration, appointments and audit; and |
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| _ providing open disclosure in respect of the remuneration
of executive directors and senior members of staff in order
to incentivise other staff. |
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| The Board believes that its style of involvement with management
through the Chief Executive Officer and the executive directors
is the most effective way to provide confidence in the control
environment of the Group. Through openness, the provision of well-defined
information and discussion, the Board endeavours to understand
and provide leadership as to the willingness of the Group to take
appropriate risks in the interests of the shareholders. |
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